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Tailwind Acquisition Corp. (TWND) Adds $5M Note to NUBURU Deal
by Marlena Haddad on 2022-08-29 at 10:42am

Tailwind (NYSE:TWND) announced this morning that it has secured over $5 million of convertible promissory notes in connection to its combination with manufacturing equipment-maker NUBURU.

The notes will convert into shares of NUBURU common stock immediately prior to the closing of the business combination, which will convert into common stock of the combined company.  Additionally, former holders of the notes will also be eligible to receive shares of Series A preferred stock of the combined company on the same terms as the TWND public stockholders. The conversion price will be subject to an initial valuation cap of $350 million for NUBURU as a private company.

Today’s successful issuance of notes provide immediate funding for the company, which NUBURU intends to use to maintain its investment in its AI product line and to pursue new technology development. Additionally, the company has added Cohen & Company Capital Markets as a key capital markets advisor and has completed its diligence process.

Tailwind has an upcoming transaction deadline of September 9, but has an extension meeting set for next week, September 7, and if approved, the SPAC’s sponsor has agreed to contribute to its trust. For the initial four-month extension ending on January 9, 2023, TWND will contribute the lesser of $500,000 and $0.25 per share of common stock not redeemed in connection with the extension. For each of the two subsequent one-month extensions required to close the business combination, TWND will contribute the lesser of $50,000 and $0.025 per share of common stock not redeemed in connection with the extension.

The SPAC is financing the deal through its current trust of about $334 million and received commitment from Lincoln Park Capital to invest an additional $100 million at deal announcement. This is expected to take the form of at-the market purchases that NUBURU may direct Lincoln Park to make in amounts based on the share’s trading price at the time. Should shares be trading above $12.50, it may request purchases of up to $ 1 million, $750,000 if above $10, $500,000 if above $5 and $350,000 in other cases.

Aside from the typical listing requirements of net tangible assets, the parties do not have a minimum cash condition for the transaction. The proposed business combination is still expected to close in Q1 2023, subject to stockholder approval and other customary closing conditions.

Tailwind announced its business combination with NUBURU earlier this month on August 8 at a pre-money enterprise valuation of $350 million. Centennial, Colorado-based NUBURU makes precision lasers using patented blue light technology for the precision manufacturing space.

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